Mergers of Norwegian limited companies
A merger involves the consolidation of companies. Specifically, this article focuses on the merger of standard Norwegian limited companies (Aksjeselskap, AS), where one company (the acquiring company) takes over all assets, rights, and obligations of another company (the transferring company) in their entirety. Shareholders of the transferring company typically receive compensation in the form of shares in the acquiring company (consideration shares), possibly with an additional cash payment not exceeding 20% of the total consideration.
How is a merger carried out?
1. Merger plan
The boards of the companies participating in the merger must prepare and sign a joint merger plan.
The plan must contain specified information about the participating companies, the consideration to be received by shareholders in the transferring company and the corporate changes required to implement the merger.
Where an existing company is the acquiring company, the merger will normally involve an increase of its share capital and corresponding amendments to its articles of association.
The former requirement to prepare an opening balance sheet for an ordinary merger between Norwegian AS companies has been abolished.
2. Board report
Once the merger plan has been completed, the board of each company must prepare a written report on the merger and what it will mean for the company.
The report must explain the reasons for the proposed merger and address its potential implications for the employees.
The general requirement for this report may be waived if all shareholders in the relevant company agree. A written report on the implications for employees must nevertheless still be prepared.
3. Statement on the merger plan
The board of each company must also arrange for a separate statutory statement on the merger plan.
The statement addresses, among other things, the methods used to determine the consideration to the shareholders of the transferring company, any particular valuation difficulties and whether the consideration is reasonable and properly justified.
For the acquiring company, additional requirements apply to the valuation of the assets and other value contributed to it through the merger.
Certain requirements relating to the consideration may be waived with the consent of all shareholders, but the valuation requirements applicable to the acquiring company must still be considered.
Auditor involvement will normally form part of this process.
4. Employees and shareholders
The merger plan, its attachments and the board report must be made available to the employees. Employee representatives are also entitled to information and consultation under Norwegian employment law.
If the company has a corporate assembly, the merger documents must also be submitted to it.
As a general rule, the merger plan and the other relevant documents must be sent to each shareholder no later than two weeks before the general meeting considering the merger.
5. Shareholder approval
The merger plan must normally be approved by the general meeting of each company participating in the merger.
Approval requires the same majority as an amendment to the articles of association – generally at least two-thirds of both the votes cast and the share capital represented at the general meeting.
Certain simplified procedures apply in particular group structures.
6. Notification and creditor period
The merger decisions must be notified to the Norwegian Register of Business Enterprises no later than one month after the merger plan has been approved by all participating companies.
If this deadline is missed, the merger resolutions lapse.
The Register then publishes notice of the merger. Creditors have six weeks from publication to object.
A creditor with an undisputed and due claim that objects within the deadline may require payment before the merger is completed. In certain circumstances, other creditors may require adequate security.
7. Completion of the merger
Once the creditor period has expired for all participating companies and any objections have been resolved, the acquiring company can notify the Register that the merger is to take effect.
Upon registration of the completion:
- the transferring company is dissolved;
- its assets, rights and liabilities pass to the acquiring company; and
- the shareholders of the transferring company receive the agreed merger consideration.
The transfer takes place by operation of the statutory merger rules rather than through separate transfers of each individual asset and liability.
Key issues to consider
Exchange ratio and valuation
Where companies with different shareholders merge, the exchange ratio will often be one of the central commercial issues.
The exchange ratio determines how many shares in the acquiring company the shareholders of the transferring company will receive and, consequently, their ownership percentage after completion.
The Norwegian Companies Act does not prescribe a particular valuation method or exchange ratio. The parties must therefore determine the relative values of the companies and agree the consideration, subject to the statutory corporate requirements.
Valuation should normally be addressed early in the process, particularly where the existing owners of the two companies have different economic interests.
Tax-neutral merger
A merger between Norwegian companies may, subject to the applicable conditions, be carried out without immediate taxation of the participating companies or their shareholders.
Tax neutrality requires compliance with the rules in Chapter 11 of the Norwegian Tax Act, including the applicable continuity requirements.
The tax structure should therefore be considered before the merger is implemented rather than after the corporate process has been completed.
VAT
A merger may also raise VAT issues.
Depending on the businesses and assets involved, the rules concerning transfer of a business and adjustment of previously deducted input VAT may be relevant.
VAT consequences should therefore be considered in light of the particular activities and assets being transferred.
Accounting treatment
The merger may raise a number of accounting questions.
The appropriate treatment will depend on the accounting framework applicable to the companies, the ownership relationship between them and the particular merger structure.
The accounting analysis should therefore be coordinated with the corporate and tax structuring of the merger.
Competition law
A merger may constitute a concentration that must be notified to the Norwegian Competition Authority.
As of August 2026, notification is generally required where the undertakings concerned have combined annual turnover in Norway exceeding NOK 1 billion, unless only one of them has annual Norwegian turnover exceeding NOK 100 million.
Transactions below these thresholds should not automatically be regarded as outside Norwegian merger control. The Competition Authority may require notification of a transaction below the ordinary thresholds where there is reason to believe that competition may be affected.
If reviewed, a merger may be prohibited or made subject to remedies where it would significantly impede effective competition, in particular as a result of the creation or strengthening of a dominant position.
Competition-law implications should therefore be considered where the merging businesses overlap or operate in closely related markets, even if the ordinary notification thresholds are not exceeded.
Employees
A merger will normally also have employment-law consequences.
The Companies Act contains specific rules concerning information and involvement of employees in the merger process. The Norwegian Working Environment Act also protects employee rights in connection with transfers of undertakings.
Employee issues should therefore be addressed early, particularly where the merger involves integration, organisational changes or changes in management and reporting structures.
Parent-subsidiary mergers
The Norwegian Companies Act provides a simplified procedure where a Norwegian AS owns all shares in another Norwegian AS.
The boards may adopt a merger plan under which the wholly owned subsidiary transfers all its assets, rights and liabilities to the parent company without consideration.
This form of merger is frequently used when simplifying a corporate group structure.
Sister-company mergers
Simplified rules also apply where two Norwegian private limited companies are wholly owned by the same shareholder.
The companies can adopt a merger plan under which one transfers all its assets, rights and liabilities to the other without merger consideration.
A sister-company merger can therefore be an efficient tool for consolidating or simplifying a Norwegian group structure.
Cross-border mergers within the EEA
Norwegian company law also provides for cross-border mergers between Norwegian private limited companies and qualifying limited liability companies established in other EEA states.
These mergers are subject to additional procedural requirements and should be planned separately from an ordinary domestic merger.
For international groups, however, a cross-border merger can in appropriate circumstances provide an alternative to transferring shares or assets individually when reorganising operations within the EEA.
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Originally published 11 October 2024. Last updated 16 August 2026.
How LexOslo can assist
LexOslo advises Norwegian and international companies, shareholders and investors on mergers, demergers, reorganisations and other corporate transactions under Norwegian law.
In a merger, we can assist with transaction structuring, the merger plan and other corporate documentation, corporate approvals and implementation. We also consider the merger in the context of ownership, financing and other commercial aspects of the transaction.
For international clients and foreign law firms, we can act as Norwegian counsel in domestic and cross-border group reorganisations and transactions involving Norwegian companies.
Contact LexOslo:
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✉ lexoslo@lexoslo.no
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